Members of our Board
The committee membership and committee status as shown below reflects the current composition of the committees. Historic committee membership and meeting attendance is outlined in 2017 Board and committee attendance.
|DAC||Directors’ Affairs Committee||A||Attendee|
|GACC||Group Audit and Compliance Committee||C||Chairman|
|GRCMC||Group Risk and Capital Management Committee||M||Member|
|RemCo||Group Remuneration Committee|
|SEC||Social and Ethics Committee|
|ITC||Information Technology Committee|
|BFC||Board Finance Committee|
|CoRC||Credit Concentration Risk Committee|
|SC||Separation Oversight Committee|
As at 31 December 2017, our Board comprised 17 members, of whom 12 were independent, one non-executive and four executive. Four were women, and five were Black Board members. As part of the Separation, Barclays PLC reduced its nominees from three to one. Ashok Vaswani and Patrick Clackson stepped down (in June 2017 and April 2017 respectively) and Daniel Hodge, appointed in May 2017, is the sole nominee of Barclays PLC. After leaving Barclays PLC, Mark Merson, remained a member of our Board and was conferred independent status from 1 October 2017.
Monwabisi Fandeso was appointed as independent director, with effect from 1 September 2017. Tasneem Abdool-Samad (who had been on our Absa Bank Board) joined the Board on 1 February 2018 as independent director, increasing the number of board members to 18 and the overall percentage of independence, women, and Black members.
Our Board composition emphasises directors’ independence to promote independent judgement and diverse mind-sets and opinions. All directors are expected to exercise their judgement independently, irrespective of their status.
Independent directors are annually assessed in accordance with the JSE Listings Requirements and King IV recommendations. The directors assessed in 2017 maintained their independent status and, as mentioned above, Mark Merson is now considered an independent non-executive director.
Directors who have served for more than nine years are subject to annual rotation after the Board has confirmed that they remain suitably qualified to serve on the Board. Three independent directors have served on the Board for more than nine years, namely Mohamed Husain, Yolanda Cuba and Trevor Munday. At the upcoming annual general meeting, Mohamed and Yolanda will offer themselves for re-election, but Trevor will be retiring. The Board assessed and concluded that Mohamed and Yolanda remain independent and that they continue to make a significant contribution to the Board’s value-creation.
Each director’s length of service is regularly reviewed as part of succession planning. We have a good balance of longer-serving directors and more recent appointees which talks to a combination of Group-specific experience and fresh challenge. 50% of our members are in their first three years with the Board; 17% have tenure of four to six years; while 34% are longer-serving with seven to 11 years of experience.
The Board recognises that a diverse board is beneficial to an organisation’s business and regards diversity of perspectives at board level as essential to its ability to provide effective oversight over the setting and execution of strategy.
The Board endorses the recommendation of King IV that a board of directors should comprise the appropriate balance of knowledge, skills, experience, diversity and independence.
King IV recommends that a Board set targets for race and gender representation, and the JSE Listings Requirements requires us to have policies on the promotion of race and gender diversity at board level.
The Board is committed to ensuring that the Group meets its governance, social and regulatory obligations regarding diversity while considering the environment and pan-African geographies in which we operate.
In accordance with our board diversity policy, the Board has set targets for race and women representation at a minimum of 30% each for 2018.
The Board takes prudent measures toward greater race and gender diversity among all employees, and recognises the benefits of having South African, pan-African, and non-African board members.
As at 31 December 2017, the representation of women on (i) all of our subsidiary boards is 26%; (ii) South African boards is 28%; and (iii) the country bank boards is 22%. The Black representation on the South African subsidiary boards is 37%.
The Board has the requisite skills to consider and deal with the matters that come before it. In particular we have skills and experience in the areas of banking, risk and capital management, technology, general commercial, financial, auditing, accounting, large-scale industrial, counterparty negotiation, legal, human resource and reward, as well as pan-African strategic engagement.
Our Rest of Africa boards have focused on their composition and skill sets, with a high number of non-executive directors having been appointed with financial, accounting and general commercial skills.
Our 2017 governance activities are aligned with the South African Companies Act, JSE Listings Requirements, (including King IV) as well as the Banks Act.